The Grand Finale to the original trilogy has arrived! The Little Ponies head out into space to find Discord, unaware of what the Autobots have done to him, and what happens next is a series of events that will lead to the ultimate battle for the fate of the Earth between Optimus Prime and Twilight Sparkle! Wait, what? Now featuring the Bonus Story, "The Reign of Starscream".

Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.

Darkryt Orbinautz presents...

Previously on 'Friendship Is Magic: Prime'...

Optimus raised his fist. "Speech this." He shot his fist forward, slamming into Discord's face with such intensity that Discord's snaggletooth ejected from his gums.

Black cables whipped and entangled the Draconequus, who looked at them with concern.

"Well...this is unexpected."

The black cables began to pump electricity through him, eventually knocking him out and sending tumbling off his chair. Three men in full-body suits wearing oranges goggles walked over to the unconscious body.

One of them pulled a walkie-talkie and activated it. "MECH-1 to Silas. We've discovered a strange, chimeric creature...your orders?"

The walkie-talkie was abuzz with radio static before a reply came.

"Bring it in."

"After much testing and training..." Celestia looked to a scientist whose face had been burned black with soot. "We are ready to send this six ponies out to stop and arrest Discord, and bring him back to Equestria!"Twilight Sparkle, Rarity, Applejack, Rainbow Dash, Pinkie Pie and Fluttershy all boarded the ship.

Episode Synopsis: The ponies get in a bunch of space hijinks and shenanigans...in SPAAAAAACE!

In the black space just above the atmosphere of the pony home-world Equestria a spaceship with a large pointed bow and forward-swept wings hovered, propelling itself through space at slow pace. the ship was rather small, barely larger then the average comet. For this ship was special ship- a replica of the infamous Decepticon flagship Nemesis, rescaled and slightly altered for use by different species entirely...a species who have ability's and impact on their environments that only be called 'magic'...a species whose magic leaves them with an identifying tattoo... species who come in a variety of colors and shapes with three primary 'types'...a species...

called Little Ponies.

Within the ship, there were six of these ponies, two Pegasi type, two Earth pony type, and two unicorns dressed in blue skintight suits with green rimming and clear globes on their heads.

One of these Pegasi, a dark cyan pony with with a rainbow-colored mane whose identifying tattoo- her Cutie Mark, was that of a rainbow-colored lightning bolt coming of a cloud with magenta eyes, slammed a hoof against the railing of the bridge. "Uuughh! Can't this thing go any faster?"

"No, Rainbow Dash." A lavender skinned horned pony with a six-pointed star cutie mark and mane of various pinks and purples told her. "This ship's specs were based off the Nemesis' specs, and the Nemesis was meant for war, not exploration." Twilight Sparkle explained.

Rainbow Dash grabbed her head with her hooves and groaned in frustration. "Every second we spend hovering through here is another second Discord is spreading chaos and disharmony and lack of friendship in whatever world the Decepticreeps took him to!"

"Your desire to re-imprison Discord before he harms innocent someponies is admirable, Rainbow Dash." A purple-maned white unicorn- Rarity- stepped forward. "But blindly rushing forward intended to crash into him will help nopony."

"Right, Rarity!" Twilight agreed. her horn flared reddish-purple, and a section the ship's wall displaced itself, revealing a storage cabinet. A quill and notebook enveloped the same glow levitated over to front of Rarity. "Which is why you, with your attention to detail will be recording each world we go to until we find the one that Discord is on!"

"Uggggghhh!" Dash complained, "That'll take foreeeevveer!"

"Not nessicarily." Twilight responded, walking up to the bridge's controls. "Discord couldn't have simply flown up into this..." Twilight gazed out the ship's main window. "Empty black space...so he must have been on the Decepticon ship, so if hasn't been too long, I can calibrate and trace the Ion trail to the ship's trajectory..."

Twilight turned around to see Rarity and Dash with unmoved, confused expressions on their faces. She sighed, unenthusiastic with giving them the laypony's explanation.

"I can track its footprint if the footprint hasn't faded."

"Sweet!" Dash cheered.

"Don't get too excited just yet, Dash. It's entirely possible that the Ion trail has faded..." Twilight explained as she pushed various buttons.

Rarity and Dash put their hooves to their chest, hoping the trail was still there.

Within the hall, Applejack, Fluttershy and Pinkie Pie were gathered around playing a card game.

"So, how long y'all reckon before we find some clue to that no-gooder's wherein-abouts?" The orange cowpony questioned.

"Don't worry A.J! We'll find him and then we'll have a huge epic duel with bucking and biting and swords and avenge our Dojo master Celestia after finding it was Discord who banished him from Equestria all those years ago, and then we'll rescue Celestia and we can resume our training to the Ultimate Pony Warriors!" Pinkie...'reassured' them.

Applejack and Fluttershy stared blankly before Applejack shook her head back and forth. "There so many things wrong with that, ah don't even wanna start on 'em."

"AHAHAHAAH! YES!"

"What was that!?" Fluttershy exclaimed fearfully, making a failed attempt to hide behind her cards.

"Sounded like Twilight getting excited 'bout somethin'." Applejack answered, wrapping a hoof around Fluttershy's neck in an effort to comfort the startled pegasus.

"Ooooooh! That reminds me! What are we gonna call our ship?" Pinkie questioned.

"Call it?" Applejack replied.

"Yeah! I mean, sheesh, Applejack. Every great ship has a name!" Pinkie responded, "Say, isn't this based off the Nemesis, but made for ponies? So...what about the 'Ponysis'? Oh, and another thing! We need a team name, like 'The A-Team' or 'Pony Rangers' or 'Celestia's Hoof'! I got it! 'Squadron Harmony'!

"Ah like it!" Applejack agreed, "...Not such a big fan of 'Ponysis', though."

"Shouldn't we run this by Twilight, though?" Fluttershy peeped out.

"Yer right, Fluttershy. C'mon." Applejack removed her hoof from Fluttershy, put her cards down motioned for Fluttershy to get up.

The three ponies trotted to the bridge where their other companions were. They seemed rather lit up, like something good happened.

"You three seem cheerful." Applejack observed.

"Twilight found an Ion thingy we can use to find Discord!" Dash replied.

"Uh, Hooray!" Pinkie noted, not really knowing anything about Ion thingies. She walked up to beside Twilight. "So, Twilight, we were thinking of naming ourselves 'Squadron Harmony and the ship 'Ponysis'. What do you think?"

"Yes to ' 'Harmony', no to 'Ponysis'. I say the ship shall be dubbed Iron Hope, referring to its sole purpose is to get us to Discord's location so that we can suppress disharmony." Twilight answered in the midst of her focusing on the Ion trail.

"Okie-dokie-lokie!" Pinkie saluted.

Twilight put her hoof to her chin, "Following this Ion trail will take awhile..."

"Oh, oh! What we sing a song to pass the time?" Pinkie questioned. "Everything goes faster with songs!"

The ponies exchanged looks of uncertainty before shrugging and nodding. "O.K." "Sure." "Eeyup." and "Why not?" was the general gist of the answers.

Twilight Sparkle:We are on a mission...assighed by Princess Celestia...to fiiind!Rainbow Dash:Discord! The jerk! We're gonna get him and-Fluttershy:Spare this space from his chaaaootic work!Applejack:Ah know we got that trail thing, but still it's haaarrrdto believe that we can find Discord amidst all these stars...Pinkie Pie:Don't worry, A.J! Drop that frown-a-tion!I'm sure we'll reach our desssstinatiiion!Rarity:Pinkie is right, Applejack dear!There is really no need to fear.Though the void of space is quite largeWe'll find our way with Twilight in charge!Flutttershy:I suppose we can wait for tiiiime... to pass!For these stars are like beautiful beads... ooof... glass.Rarity:I must agree with FluttershyIt's quite a feast for the eyesThese stars like millions and millions of fireflies!Twilight Sparkle:Wait, my friends!That's not the meaning of this er-rand!It's not some viewing vacation!We need to focus on our destination!Rarity:Yes. Right. Of course. Sorry, Twilight.Applejack:If we want to put Discord back in his cage,We have to all be on the same page.Cos' if you recall, friends of mineDifferences were what he used against us last time!Pinkie Pie:We'll play games and sing songswhile we wait to right Discord's wrongs!No time for procrastination...Fluttershy:Or agitation...Rarity:Or sleep deprivation...Twilight:As we roooam...All Six:The Stars Our Destination!

"That was quite relaxing." Applejack admitted. The ponies started muttering agreements when the tip of a greenish-blue wing appeared in the ship's window.

"What's that?" Fluttery questioned, pointing a hoof at the offending wing.Twilight examined the ship's radar, which was very much showing a large object in close proximity. "I... I don't know. Squadron! Attend your stations!"

The ponies did as instructed splitting up to different parts of the bridge, expecting something dangerous to happen, courtesy of the mystery object at any moment.

Nothing did.

The ponies turned to face each other.

"Nothing's happenin'." Applejack observed.

"Best to leave it alone, then." Rarity offered.

"Wait." Twilight objected. "This thing's not doing anything...at all. That's more disconcerting to me then if they did something, because it might mean it's incapacitated somehow."

"Twilight, you're not...you're not gonna make us investigate, are you? That will cost so much time!" Rainbow Dash questioned.

"It will, but if somepony's in danger, I don't think they can wait for us to find Discord and come back. Land." Twilight ordered.

"Twilight! We don't have the time-!" Dash objected.

"Rainbow Dash. There could be ponies in danger on that thing. There could be lives at stake."

"I'm afraid Twilight's right, Dash." Rarity interjected, "If we come back and find ponies who've...moved to the next plane on that thing, it will be on our conscience."

"Land." Twilight commanded.

Dash huffed, but she and A.J proceeded to execute the instructions. The Iron Hope floated up and around until it landing on the wingtip. Twilight, Dash, Applejack and Rarity proceeded to leave the ship in pursuit of a rescue mission, Pinkie Pie and Fluttershy left behind on the ship to supervise.

"Make sure you bring the quill and pad and record our advent here, Rarity." Twilight instructed.

"Yes, of course!" Rarity saluted, levitating the instruments with her magic, scribbling a highly-biased account of the events thus far.

And so, being the fearless and generous leader I am, I encouraged the crew to land on the mystery object. I stepped forward first, intent on rescuing whatever ill fate has befallen whoever is suffering on this vessel. Being the leader, I went first.

The thing was clearly another spaceship. It seemed to be normal water-ship in build, except for the forward-swept wings. Like somepony had taken a very large military oceanfront ship and retrofitted it for space travel. The ship had a large control tower on top, to the side and was teal-green in color."I don't see anypony..." Applejack observed.

"That's because their on the inside!" Twilight explained.

"If they're there at all." Rainbow Dash seethed, though Rarity nudged her in the knee. The four ponies trotted on the wing until they got to the top

of the thing. They looked around some more. Twilight pointed to the control tower, "There's probably an entrance there!"

They rushed towards the tower, the truly huuuuge size and other technical details of which becoming more and more apparent as they got closer.

They got to it's side and looped around to find an entrance, which was a gigantic silver, two piece door, like a elevator door with the corners rounded.

"That is a very big door." Applejack noted.

"Very big." Rarity agreed.

"Almost too big for a pony...but just the right size for a full-grown dragon." Twilight added.

Twilight closed her eyes and took in a deep breathed and shook her head. "Yes."

Twilight's horn shimmered with energy as she shot a beam from it into the door, causing it to open and reveal the silver, detail-laden chamber within. They stepped inside uncertainly, Twilight using her magic to close the door back up and activate the elevator once they were all in.

A loud, deep hum came from the chamber as it sunk, bringing the ponies down the ship's inner chambers. When the humming and elevator stopped, the doors opened to reveal two things that were just a little smaller then the Decepticons, and had a very zombieish mix-up looked about them, with wheels, wheelguards, spikes and spokes placed on their bodies on various places. Rust adorned their bodies, giving them dark red and bright orange coloration, save for the bits of their limbs that were silver. They looked as though piles of scrap in a scrapyard had been brought to life.

Rainbow Dash reared up and snorted, ready for a fight "Decepticons! Bring it!"

The two scrap monsters turned towards each other, then to Dash. "Bring it?" even their voices sounded like scrap, having this crunching noises in them like the sounds of factory work.

"Yeah! Bring it! I'm not afraid of you!" Dash made an air jab with her hoof.

"Why should you be?" The one the left questioned.

"No need for there to be alarm; Junkions mean no harm!"

"Junkions?" Twilight questioned. "What's a Junkion?"

"Junkions! From the Planet of Junk, made from 100 percent recycled materials!" The one on the right explained.

"Planet of Junk? Tell me more!" Twilight asked, getting that twinkle in her eye that she got when faced with a new book or research topic.

"The Planet of Junk was a dumping ground for Cybertron's excess materials in it's Golden Age. After some time, contact between the two was lost, and the people who managed the junk soon evolved into their own culture, and the Planet soon became a refuge for lost spacers and independent criminals looking to leave behind their rogue ways." The left one explained.

"Why are you on this ship?" Twilight questioned.

The two Junkions became strangely silent with grim looks on their faces. Applejack broke the silence.

"Twi, ah appreciate y'all's want to learn, but we came here 'cause we were worried about anypony being in trouble. These Junkions clearly aren't in trouble, so problem solved. We need to get back to huntin' down Discord!"

Twilight groaned slightly, but knew the cowpony was right. "All right. " Twilight's horn glowed with magic, ready to reactive the elevator, but the left Junkion stuck out his hand to keep the doors from closing.

"Wait." he said, "We are in trouble."

"In trouble we will be, after this becomes known to he!" The right one exclaimed.

The glow on Twilight's horn died down. "What do you mean?" she asked with concern, her friends frowning in anxiety."We and many other Junkions, including our leader, Wreck-Gar, were forced to upgrade this ship and board as the slaves by the ship's original members...The Star Seekers."

"If you want to keep your head, you'll let these creatures go ahead and leave!" The left Junkion warned, desperately trying to steer get his companion away from this course of action.

"Please, our leader, Wreck-Gar and his best mate Detritus possess the power to defeat the Star Seekers commander, Thundertron, but cannot for fear of what Thundertron would do to us. If you could help us in any way..." The right one begged.

Twilight, Rarity, Rainbow Dash, and Applejack all gathered and huddled around each other.

"We really don't have the time to help them."

"Yes, but they're here unwillingly. They need help.'

"Forget it. Every moment we spend here is another Discord is causing trouble somewhere."

"We can take a small detour..."

"No!"

"Listen, I'm Celestia's student, which means I know her better then you do and I outrank, so what I say goes."Twilight, Rarity, Rainbow Dash, and Applejack all gathered and huddled around each other. After some debate, Twilight pulled the 'I'm the Princess' student' card and thus, the four resolved to help the Junkions.

"Stupid student privileges..." Dash grumbled, not at all enthused at the distraction to their quest.

Twilight turned back to the Junkions. "We will help you."

"I'll won't tell Thundertron about this secret, but when he finds out, you can have all the regret!" The left Junkion exclaimed, meaning essentially that he wasn't going to be part of what he consider a fool's errand.

"Come. I will take you to Wreck-Gar." The remaining Junkion instructed, beckoning them with it's rusted hand. The ponies did as instructed, following the Junkion as it began tiptoeing away. Once outside the elevator, the four equines found the starship looking just as much as seaship on the inside as did on the inside. As the whole group rounded upon a hallway, thunderous footsteps could be heard from the entrance to it.

"Hide!" The Junkion commanded. Thinking quickly, Twilight's horn glowed with power and let off a flash, she, Dash, Applejack and Rarity having become invisible once the light faded.

"Smooth thinking, Twi'!" Applejack complimented.

"Shh!" Twilight reprimanded, "The spell doesn't make us inaudible!" She explained in hushed whisper.

A huge Decepticon-looking robot walked out of the doorway. In fact, he looked just like the Decepticon Breakdown the ponies had encountered during their occupation, except with black instead of blue, purple instead of silver, and gold instead of red. He even had an eye patch, though his was purple instead of black.The Junkion stood up straight and saluted, "Cannonball, sir! What can I do for you?"

"Ooo-oooh!" Cannonball laughed mockingly, in a hearty, pirate like voice. "Don't try that 'respect' with me, Scrapbolt! It won't keep you out of trouble for slacking around in here!"

"Slacking off, sir? I was merely doing as instructed and guarding the elevator." Scrapbolt answered.

"They why are you here, and not there?"

"I have something to report to Thundertron."

"What? What is it? Tell me so I can report it!"

"Just that we killed a hive of vermin."

Cannonball crossed his arms and grumbled. "Doesn't seem much worth reporting..." He shook his head, "Oh, whatever! Return to your post!" Cannonball turned and walk off into the hall.

Scrapbolt bowed, "Scrapbolt, but you knew that already. Another thing...If I take you directly to Wreck-Gar, I will get more suspicion on me then I can shake off."

"So, you can't lead us to him?" said Dash's invisible voice.

"Well, then how do we get to 'im?" Applejack's disembodied voice questioned.

"I believe I have a solution." Scrapbolt reached his arms over his back and began tearing pieces from it. Once he had enough material, he began mashing the parts together, sculpting them into...something.

"Doesn't that hurt?" Twilight asked with concern.

"Naw, not really. See, we Junkions are not only made of scrap, but we can make almost anything out of it." Scrapbolt held up the something. "This here is a map of the ship. Follow it to the bridge, and you'll find Thundertron there. Wreck-Gar shouldn't be far away. Oh, one more thing. Make sure that Thundertron can't hear you talking to Wreck-Gar. He'll get suspicious."

Scrapbolt lowered himself and held the map out, meaning for one the ponies to take it. A blue glow enveloped it and it was put into Rarity's now invisible saddle bag.

"Please hurry. If there's a chance you can free us, then the sooner, the better." Scrapbolt pleaded.

The four ponies nodded, though since they were invisible...nonetheless, they galloped through the hallway door, leaving Scrapbolt behind. They stopped in the middle of the hallway to pull out and consult the map.

"Now, how does thing work?" Rarity questioned, levitating with her magic. She shook it, rocked it and held to her head. "Nothing."

"Let me try." Twilight said, her reddish-purple glow overtaking Rarity's on the jig-saw shaped device. Twilight levitated to her hooves and began fiddling with it, eventually succeeding in activating it and causing a light-green, 3-D hologram to emit from it. The ponies looked at for a bit, Twilight pointing a boxy part of it that seemed the innermost part. "There. That's the bridge."

"You sure?" Applejack asked cautiously.

Twilight nodded. "Positive."

"HEY!" A scratchy, gruff voice snapped. "What's going on in here!"

The ponies whipped around to see another robot, this one white with blue accents, his left hand some bladed weapons, car tires in his ankles and thighs and stubby horns on his ornery-looking head. All he saw was a map that was floating around on it's own. He approached it and reached to pick it up. "Stupid Junkions, leaving prank stuff like floating maps all over the place..." He grumbled. Twilight grimaced. If this new 'bot took the map, they would be completely lost. So she did the only thing that came naturally.

She levitated the map out of the robot's grip. "What?" He reached to grab the floating device, but it floated around and 'round his head, smacking him few times in the process.

"AAAAAAAA! This map's been possessed!" He screamed, taking off running. The four invisible ponies giggled to themselves in victory.

"Thundertron! Thundertron! Demon map, demon map, DEMON MAP!" The robot screamed as he ran for his life down the hallway the way he came.

Dash giggled again. "Heh...Demon map."

"Let's keep going." Twilight urged. The four ponies began galloping down the hallway, floating 'Demon Map' in tow. They came to a fork, which Twilight said to take the left path on. They raced in increasingly smaller square loops, finding belabored Junkions along the way.

"Poor darlings..." Rarity lamented, "You can see the homesickness written all over their faces..."

"As much as I hate admitting it...I don't think I could've left these guys here knowing their living like...like this." Dash said, gesturing towards a Junkion which was having difficulty dusting the ceiling due to his low height.

The group continued onward, eventually finding a staircase that they heard voices coming from the top of it.

"A demon map, Axer? Really?" A menacing voice questioned. It had a booming, echoing quality to it, like the roar of an ocean wave.

"Yes, sir!" The scratchy voice from earlier answered. "It was just floating there, and when I tried to pick it up, it hit me!"

"Excuse me, sir." Another voice, a calm, high-class sounding one, like a Canterlot accent, interjected. "But I have a suggestion...rather then spirits, perhaps some we have invisible infiltrators..."

"Cloaking, Brimstone?" The ocean-wave sounding voice asked.

"In a word, yes."

"...That's quite a sound theory. Take some cloaking scanners and Axer will take you to where this... allegedly possessed map was."

The ponies began panicking again as metal footsteps began echoing off the top of the staircase.

"What do we do, what do we do , what do we do?" Rarity bemoaned.

"Quick! Put the map back in your saddlebag. It'll be invisible in there!" Twilight instructed. Rarity did as told, thankfully concealing the map before the white car robot -apparently Axer- and an imperious-looking black robot with gold and gray bits and pterodactyl wings wrapped around him like a robe -likely Brimstone- came down the stairs with vacuum-looking instruments. Twilight Sparkle quickly deduced the instruments were the 'cloaking scanners' and rounded Rainbow Dash, Rarity and Applejack up and quickly ushered them up the staircase, going around and ending up behind Brimstone and Axer.

"Do you hear that? Sounds like something's on the stairs!" Axer exclaimed.

Brimstone dismissed his worries. "In all likeliness, it's just the Junkions messing something up. Keep your focus on the scanner."

Of course, with the ponies behind the two robots, the scanners couldn't find anything, though Twilight started wondering whether cloaking and invisibility spells were similar enough for the scanners to work at all. The ponies stood on the staircase for awhile until Brimstone and Axer were some distance.

"The demon map was this way..." Axer said, leading Brimstone to the hallway.

Twilight looked up the stairs. "The Bridge should be right up there."

The ponies galloped up the stairs, eventually getting to the box room at the top. There was an armored submarine-like door there. The wheel-knob was enveloped in Twilight's purplish-red glow. She grunted with effort.

"Unnnngh! It's too strong!"

"Here. I'll help." Rarity, said, stepping forward. The blue glow of her magic added to Twilight's on the door valve, causing the glow to take on a more straightforward purple color.

Cliiic-click-hiiiiss! The door was pushed open.

"Got it!" Twilight exclaimed.

"Who left that door open! Agg...Axer..." The ocean-wavy voice growled. The ponies rushed through a robot-leg that was the same teal green that outside of the ship was before the door was closed by it. Once the ponies were inside, they got a good look at the the robot the teal-green leg belonged to. He was big enough and pointy enough to stand face-to-face with Megatron, the Decepticon Lord. He had purple eyes, blue and purple runic lines on his arms and chest, with some sort of hexagon runes just above his wrists. he had a spike-pillar extended past his head on each of his shoulders, claws on his wrist beneath the runes, an artificial lion head on his chest, and his left leg was a steel strut from the knee below, and a sheathed sword on his waist. The ponies just stood there shaking in fear for awhile.

"I'll have to teach that moron how to close a door..." The Megatron-sized robot grumbled.

Beeping suddenly came out of nowhere.

"Oh, now what?" he grumbled. He turned away from the door and walked over to the ship's control panels, the ponies keeping their eyes glued on him the whole-time. He punched a button on the controls. "Thundertron here. What's the problem?"

There was radio static, then an gasping answer. "Sandstorm...here...Junkion got the drop on me."

"What!" Thundertron yelled, "Keep yourself online. I'll be right there." Thundertron cut off the communications and turned his head to the left of the room. "Can't you keep your own people in line, Wreck-Gar?"

Wreck-Gar? Twilight noted mentally. The ponies watched as Thundertron stomped out of the room, slamming the door behind him.

"So that was Thundertron..." Rarity noted.

"Wonder if he and Megatron are related..." Applejack wondered aloud.

"Well, skin me up and call me Barney the Dinosaur! Spirits!" A cheery voice announced. The ponies looked over the side of the room to see two Junkions standing there.

One had pistons and pulleys and chomper jaw pieces attached to it, with a square head shaped like a T.V, completely with dials on it's cheeks. Though the white, aged face with a some sort of robot beard attached ruined the image somewhere. He looked quite lively, despite the age signs.

The other one was a darker shade of brown then most of the Junkions, with a boxy head more like a jeep's shape. which was fitting, since he had a jeep's front grill meshed up messily in his chest. There was a rocket launcher on his shoulder as well. He seemed rather stoic and unmoved, in contrast to his partner's liveliness.

"Excuse me, sir, but I believe there is a reasonable, non-mythological explaination for these voices. If you recall, Thundertron suspected cloaking technology is in play." The stoic looking one reminded in an equally stoic voice.

"Oh, oh yes...that's right...shame. I was quite ready to commune with the supernatural." The piston-filled one lamented.

"Well, if it makes you feel better, we do use magic." Twilight offered.

"Oh, how Grand!...er, who's 'we'?"A flash of light filled the room, and the ponies were made visible once more.

The stoic Junkion chuckled, a smirk on his face for the briefest second. "Did he, eh? Good old Scrapbolt...I would like to agree with you, but Wreck-Gar himself may not feel the same way..." The Junkion turned his head towards Wreck-Gar.

"Bah." Wreck-Gar scoffed. "Don't give me ideas, Detritus. Thundertron could take any blow I threw at him, and then he would punish everyone..."

Detritus sighed, then turned back the ponies. "See? No hope at all." he shook his head, "You said you promised to help, but against Thundertron, what chance do you have?"

"I hope that Wreck-Gar will make you see the reason behind your folly..." came out from the other side of the door.

"Thundertron is returning!" Detritus yelped. "You must hide quickly!"

"Twi', can'tcha ya make us all invisible again?" Applejack queried.

Twilight's horn glowed in vain, "No! The spell's on cooldown!"

There was a chh-choo-chee-che-chnk. "Quick, in here!" Wreck-Gar commanded.

The ponies looked at Wreck-Gar to see a large canister popping out his back. "Seriously? You want us to go in there?" Dash asked incredulously. "Who knows what junk could be in that thing?"

"It's either in there with the Junk, or out here with Thundertron. Take your pick." Applejack informed her. Dash crossed her hooves and huffed, but relented. Wreck-Gar came over and scooped the ponies to put them inside his back-canister.

"Be very quiet." Wreck-Gar instructed.

"Got it!...whoops." Dash responded, quickly realizing her mistake.

The door swung open brutally, Thundertron stomping in with a battered and beaten Scrapbolt in tow. The pirate captain threw the battered Junkion at Wreck-Gar's feet.

"Scrapbolt!" Wreck-Gar exclaimed, bending down to help the battered Junkion up.

"Reprimand your subjects like a good king. I must make sure Sandstorm is tended to..." Thundertron left the room.

"Scrapbolt, are you all right? What happened?" The ponies poked their heads out of Wreck-Gar's back canister enough to see what happened.

Scrapbolt's injuries detracted from the cuteness of the action.

"Whoooa..." Dash noted. Applejack grimaced and Twilight frowned, while Rarity put her hooves to her mouth in worry.

Scrapbolt coughed, "Figured you and the ponies would need some 'away time' from Thundertron...long enough to discuss (Hurf-haf!) a plan...So...I jumped Sandstorm."

"What were you thinking?" Wreck-Gar reprimanded.

"I was...thinking you and the ponies could do...something."

"Like what?"

"Anything...anything would be better than nothing, which is... all you've been doing."

Wreck-Gar's expression turned to one of shame. Not at Scrapbolt, but at himself. He turned the pony heads sticking out of his canister. "You said you'd help...what can you do, exactly?"

"I can use my unicorn magic for all sorts of things!" Twilight Sparkle announced.

"I'm a super-fast aerial athlete!" Dash bragged.

"Ah'm Apple Family, and Apple Family have the best bucking legs in all of Equestria!" Applejack proclaimed, pound a hoof on her chest for emphasis.

"I have an amazing eye for detail and can use my unicorn magic for...less kinds of things." Rarity added. "That reminds me..." Rarity pulled her notebook and added to it.

We have resolved to help the poor enslaved Junkions, being the fearless leader I am, I told their leader I would give Thundertron a trashing most severe!

"We will require a plan." Detritus said.

"Way ahead of you! Well, not completely, but I can whip one up right quick!" Twilight winked.

"Oh, plan, shcmlan! I say we rush in screaming!" Dash snapped.

"My thoughts exactly."Dash, Applejack and Rarity's eyes widened in surprise. Twilight wasn't the type to agree with a 'rush in head first with our hooves kicking' type plan.

Down in the starboard corner of the ship, Thundertron, Axer, and Cannonball all surrounded the downed and beaten Sandstorm, who appeared to turn into a military scout vehicle and was being operated on by Brimstone, while a crowd of Junkions watched under the guise of doing their chores.

The Star Seekers all turned to see Wreck-Gar, Detritus and...bright, miniture equines in spacesuits in the entrance to the room.Cannonball and Axer laughed, "Ahahahahahaha! What is this, some secret weapon of yours?"

"Yeah, or a pet? Hahahaha!"

"Silence." Thundertron commanded in that voice of his that sounded like an ocean wave. The Star Seekers did as told.

Thundertron raised a browplate. "Really?" He turned and pointed at a Junkion in the crowd, unsheathing his curved sword as he did so. "You there! Stepped forward...I wish to remind Wreck-Gar what happens when he defies me..."

The Junkion grimaced, but did as told, taking up a shaky pace towards the Star Seeker Captain. Thundertron raised his sword in anticaption of the punishment to come.

"Oh no you don't!" Twilight barked, her horn flaring up intensely. A glittery pink force field bubble emanted from it, and expanded to cover the entrance of the room and cut Thundertron, Sandstorm and Brimstone off from the Junkions and other Star Seekers.

Thundertron proceeded to get on all fours, his head and hands disappearing with a chh-choo-chee-che-chnk as he did so, and transformed into a lion, his sword-sheathe becoming the tail. Clearly, that head on his chest served a practical purpose as well. Brimstone followed suit, his robe unfurling into pterodactyl wings and a beak-mask folding out of his chest and onto his head. Once both Star Seekers were transformed, they let out deafening roars.

Dash's eyes widened. "Where's Fluttershy where you really need her?"

Aboard the Iron Hope, Fluttershy dropped one of her cards. "Uno." She whispered meekly.

Pinkie looked the card pile to Fluttershy had placed a blue 7 on it. She looked at her hoof. "Drat!" She drew a card from the deck.

Fluttershy dropped her last card on the card pile. "I win...I mean, if that's O.K."

Pinkie Pie leered at the card pile, seeing that Fluttershy's last card was a red 7.

"Darn!" Pinkie Pie shouted, dropping her cards to show what they were. "Go Fish?"

Fluttershy nodded. "Sure."

Wreck-Gar reached into the canister on his back and pulled out a staff with a buzz-saw on the top. "All right boys and girls, let's...dare to be stupid!"

Wreck-Gar charged. Thundertron pounced.

Wreck-Gar batted Thundertron away with his saw-staff, cutting a wound and causing Energon to leak from the lion-bot's side. Brimstone squawked and rushed up at Wreck-Gar, but Detritus tackled him to the ground. The two bots grappled, grunting and squawking all the while.

Thundertron got on his feet and snarled. He raised his claw, intending to take a pot shot at Wreck-Gar's leg. Rainbow Dash flew at insane speeds strong enough through herself through Thundertron's chassis. The Pirate Captain roared in pain as the pony-torpedo left his systems on the other side.

Brimstone took a talon and slashed right through Detritus' left jeep-grill plate thing. The Star Seeker kicked the Junkion off and pinned him down. "Now pay for your insolence!"

The combined purple glow of Twilight's and Rarity's magic lifted the Star Seeker off and threw up into the force field wall. Detritus got to a knee and fired the rocket on his shoulder straight into Brimstone's chest, leaving a huge smoking hole with cracks trailing off from it.

Applejack leapt up onto Thundertron's neck and bucked him in the back of his head. Thundertron roared and transformed to robot mode, causing Applejack to drop off in the process. Applejack struggled to get up, but Thundertron punted her away. He drew his sword and charged at Wreck-Gar with it raised. The two leaders began to engage in a sword duel, yellowing, burning sparks flying off their weapons as they clanged against each other.

Rainbow Dash looped about for another round, speeding through Thundertron's ribs once again. It proved distracting enough for Wreck-Gar to tear a huge gash on Thundertron's chest with his saw-staff.

Brimstone recovered, and flexed his wings to take off, but the pony-torpedo that was Dash charged through his chest as well, causing the pony to bang against the force field.

Applejack stumbled to her hooves and charged at Thundertron, bucking his foot. Thundertron's eyes twitched as he yelled in pain. (Foot pain hurts, no matter the species).

Twilight Sparkle charged up energy in horn. Her tailed perked up and down like a trigger as she let it loose in the form of a huge laser blast, one strong and powerful enough to blast Thundertron completely down, sending the robot's steel strut peg leg away and knocking him unconscious.

Twilight dispelled the force field just as Detritus got up to his feet completely. Detritus pointed his reloaded rocket launcher at the other Star Seekers quite emphatically.

"Anyone else want some?"

Cannonball and Axer both threw their hands up in surrender.

"Good."

Wreck-Gar scooped up Twilght in his arms. "Thank you, Twilight Sparkle. We couldn't have done it without you...and your friends."

Twilight blushed, "Oooh...it was nothing, really."

"You are most certainly welcome! We simply could not stand by while these horrid Star Seekers contained to abuse you so!" Rarity exclaimed.

"Wait!" Applejack exclaimed. "Now that we beat Big 'T' over there, how are y'all gonna get off this ship?"

"Simple." Detritus answered. "The Star Seekers forced to equip their ship with a Space Bridge. We can use that to warp anywhere, including to our home."

Wreck-Gar set Twilight down and saluted. She saluted in return. "Junkions! We are going to get off this and rebuild our home!"

The Junkions cheered and applauded. Twilight Sparkle, Rarity, Rainbow Dash and Applejack left the ship through the elevator as the Junkions rounded themselves up and left through the space bridge. The ponies didn't stick around long enough to find out where it was.

"Got that darn right..." Applejack agreed, a water bottle clutched in her hooves.

"Oh, um...Twilight? Are we sure that the Ion trail hasn't faded completely in the time you were helping the Junkions?" Fluttershy questioned.

"Yes. There's no way it could have lasted that long."

The other members of the Squadron heads drooped low in depression. How were they going to find Discord now?

"Not to worry, though!" Twilight assured them, tapping a hoof to her head. "Photographic memory. I can keep following it where we left off!"

The ponies let out a collective cheer of joy. Twilight immediately set to work to send the Iron Hope on where she (Photographically!) remembered the Ion trail leading.

"We'll find him in no time!"

20-ish minutes later...

The Iron Hope swerved and swayed to avoid the asteroid belt they had flown in following the Ion trial. Dash's pilot skills were certainly getting a workout.

"Rocks. Rocks!" Applejack exclaimed, flabbergasted at the notion that there could be rocks in space.

Rarity divided her attention to her notebook and her role on the ship.

In the process of our star-faring journey, I had to defend my crew from voracious rock monsters! I held fast, blasting each one down with an expert blast from my horn. But they were so many! How was I to take them all on?

Thundertron dismissed his concern. "Bah! My parts are fine!" he began walking away from the medical room. "Sandstorm! Axer! With me!"The two addressed Star Seekers exchanged slightly worried looks, but did as instructed.

They followed Thundertron to a huge gate-like ring smack-dab in the middle of the ship- The Space Bridge.

Thundertron gave him a resounding slap. "No, you one-track vehicle. We're gonna make the four-leggers pay for mine and Brimstone's humiliation. Activate the Bridge!"

The Bridge was activated, energy the colors of rainbows surging from it. A shock wave that rotated between those colors, being purple one second and pink the next, and so on emitted out of the Tidal Wave's outsides, warping the ship right behind the Iron Hope. Which, ironically, the energies of the Bridge's transwarp cleared away the asteroid field which had been dogging the ponies' ship.

"Turn this ship around and fire!" The lavender unicorn commanded.The Iron Hope slowly rotated around, laser guns popping out of the outside of the bridge's bottom.

In the Star Seeker's ship, Thundertron ordered the Space Bridge be activated again. The chameleon shock-wave erupted out once more, this time taking the Iron Hope with it to unknown space. The ponies were all disoriented from the warp.

"Oooh..." Twilight complained, rubbing her head sorely. "Feel like I just went through a GroundBridge with a dozen times the voltage..."

"Me too..." Rarity agreed, struggling to stand up.

"Ditto..." Applejack and Rainbow Dash said in unison.

"Me three..." Pinkie whined.

Fluttershy, while wobbly, seemed less affected by the forced transport, helped by the fact she went through a GroundBridge more times the others during the Decepticon Occupation. She was also the first to realize the Tidal Wave was still staring dead at them.

She rushed over to Pinkie's control panel and began pulling the triggers. Unfortunately, the pony-sized lasers left little more then dings on the massive Tidal Wave.

The front of the Tidal Wave glowed light blue as it charged up it's return fire. The power of the blast was enough to tear the Iron Hope in half and cause it to began speeding downwards. Everypony screamed and huddle together as they realized what had happened.

"Everypony, if this is the end...I want you to know there's no other ponies I rather go out with." Twilight assured them. The other five shared the sentiment.

Their visions went black the ship finally impacted something with enough force to tear the remains of the ship to smouldering bits.

Thundertron kept the Tidal Wave where it was, basking in his victory for a moment before ordering the Star Seekers to move away.

Aboard two opposing bases, one in the moon, the other a tower of the capital of the enemy faction, a crashing object was traced in the sky by them both simultaneously. The Commanders of both factions ordered squadrons to track it down.

Twilight nodded and looked around. "Where are the others?" Twilight looked around to see they were standing on top of a huge pile of rubble, the remains and supplies of their ship having recently been added to it. Pinkie Pie was bouncing around while Fluttershy fluttered and Rainbow Dash soared about, each one attempting to salvage the supplies that flew out of thier ship. The three ponies slowly but surely made a pile of the supplies by the other half of the group.

Twilight blinked back. "I know a spell that will make our bags bigger on the inside."

"Oohhhh!"

Purplish-reddish light shot from Twilight's horn in six direction, directly blasting the saddlebags on all the ponies haunches.

Applejack looked at her bag curiously. "Doesn't feel any different..."

"It's not supposed to! Here, take that air tank and put it in." Twilight instructed. Applejack bit the top of the air tank with her mouth and slid into her bag, the much larger tank sliding quite easily into her bag.

"What?" The other ponies exclaimed, looking where Fluttershy was pointing while scooping their supplies up into their bags, each taking their respective Element, with Twilight taking the box. They saw what it was quite quickly, seeing multiple silver towers, some of them damaged and rusted to copper or completely crumbled with blue lights standing off in every direction away from the rubble pile they were on. Additionally, the sky was a blackish-blue with more stars in then there ever were in Equestria's skies. The ponies heads' practically swiveled as they realized they were two parallel moons on opposing ends of the sky. They imagined two Princess Luna's, one of which was smaller then the other, raising them as the sun fell down. Even with the towers that were partially or completely destroyed, the landscape was beautiful.

"Woooow..." The ponies gaped collectively.

Twilight stomped her front hooves. "I think we've had enough sightseeing. We need to either repair the ship or build a new one."

The ponies groaned in complaint, but they all knew Twilight was right.

With timing that only a mastermind could have managed, the pile of rubble choose that moment to begin collapsing. The ponies screamed and whinnied as the metal carried them away from each other, their hooves reaching to try to grab somepony- anypony!

Once the collapse had finished, Twilight found herself separated from her friend by the rubble. The fear Discord was behind this began worming it's way into her mind.

"Girls? Girls, can you hear me?" Twilight yelled. There was no reply. "GIRLS! GIIIIIIIIRRRLS! CAN YOU HEAR ME?" she yelled as loud as she could. Based ion the lack of response, Twilight concluded they couldn't. She scratched her chin with her hoof, then pounded her other front hoof against the floor in pride. "Got it!" she shot off a spark from her horn which rocketed into the sky and turned into a representation of her Cutie Mark. "There's no way they can't see that!" She told herself proudly.

Rarity, Applejack, Rainbow Dash, and Pinkie Pie all saw the beacon, and knew that was a signal from Twilight. They each took off in different directions and set out to rendezvous. Rainbow Dash decided to take the easy route and just fly over the rubble, crash-landing right to Twilight's side.

"Are you okay" Twilight asked, seeing that Dash's eyes had stars in them.

"Fine worry, Don't I'm!" Dash stuttered, her head bobbing up and down as she worked herself to her hooves.

Twilight helped Dash get steady, and Dash gasped. "What?"

Dash pointed the direction facing away from the rubble. They were some sort of huge alleyway, which wouldn't be so bad. Except for the fact starry, dark purple lights were emitting from almost everywhere.

"What do you think it is, egghead?" Rainbow Dash asked nervously. She wasn't the kind of pony to be scared, but for some reason, these lights were giving her the creeps.

"I think it's beautiful..." Twilight said dozily, like she was hypnotized. She walked over it creepily slowly and bent her head to bask in it.

Dash rushed over and slapped Twilight upside the cheek. "Hey, egghead! Now is not the time for spacing out!"

"Wha-?" Twilight muttered, "Oh...um...yes. You're right, Rainbow Dash. Best to just wait for the others."

Most of the Squadron saw the signal flare and rushed off to Twilight Sparkle's position.

Except for the much more easily startled Fluttershy, who was pawing (Hoofing?) at the rubble in a vain attempt to dig it away.

"Girls! Girls, don't leave me here! You know how I feel about being alone without my animal friends!"

Fluttershy heard a thump behind her. She turned around shyly.

"Girls?" she whispered.

She saw a huge shadow, much too large to be a pony of any species lumbering towards.

"That. Is. It! When life becomes a thorn, you grab it by the horns!" Fluttershy snarled, charging headfirst at the shadow. But as she got closer, she could see there was no way it could've been a prank by Rainbow Dash.

The shadow lunged forward and grabbed Fluttershy's head with a massive claw, then brought her head to the ground to pin her.

"GIIIIIIRRRRLS!"

Back in the tower, a cyclopian figure brushed his single eye over the scanners.

"Hmph! There's life at that crash site." he noted. "Wait..." He said suspiciously, brushing his eye across the board again. "Organic life?"

"You want us to intercept, sir?" A growling voiced asked over the commlink.

"No." The cyclops answered. "I will dispatch the other team..."

The cyclops pushed a button on another part of the board, causing doors to open in the bottom of the tower and vehicles to roll -or fly- out of it.

"Go forth... and bring them to me!" he instructed.

As she tried to reach Twilight's signal flare, Rarity carefully trotted through and over the scrap piles in her way. "Lovely, just lovely. We go to find a ruffian, help free an enslaved species, and get blasted it for it. Of all the ungrateful rewards..." The fashionista huffed and blew a bang of her hair out of her face. "Wonderful. Now the stress is getting to me and knocking my beautiful coiffure all out of sync!"

Rarity sat on her haunches, out of despair for her appearance when she heard a WHIR-WHIR-WHIR-WHIR-WHIR, that was followed by a SCEEEEEEE. She looked up to see a a golden and red chopper and purple...something flying overhead.

"Oh yoohoo! Daaarrlings! Could you be dears and help me out? I'm in the middle of a fashion emergency!" She called out with a waving hoof. She paused. "Oh, and I have most inconveniently separated from my friends!" She added.

The chopper lowered itself down, Rarity clapped her hooves in appreciation, paying no mind the chopper's oddly polygon shape. "Oh, thank you darling! You have no idea how much I-"

Her greetings of approval was cut short the chopper unveiling a barrel on the underside of it's cockpit which shot directly, giving her an electrifying burst of energy that knocked her out.

"We've knocked one down and out, my lord." The purple something- a spacecraft of some sort- reported.

Radio static then a cold, emotionless "Excellent..." rang through it's communicator.

Pinkie Pie hopped, skip and jumped through a rather neatly cleaned alleyway with cracks in it, not at all that panicked at her and her friends separation. After all, she thought to herself, piles of rubble need their personal space! Though she would have liked it to have asked more nicely.

Her ears perked up hearing something off in the distance. "Rainbow Dash? Rarity?" She asked out loud. It would make sense that those two would be the first to find her. She looked around and didn't see anything. "Hmmm..." She muttered to herself.

The sound came again. It sounded like a motor, and Pinkie Pie hunched up instinctively. The ever brilliant party pony knew that was it time...for a song!

"Giggle at the ghostly. Chuckle at the creepy! Laugh at the weepy annnnnd-!"

Purple spotlights came out from behind her, showing that whatever was behind was undaunted by the party specialist' song. She ran for it.

"Okay, Pinkie Pie, don't look back, don't look back. It'll only make whatever it is angry if you look back.

With the purple light following her, she manged to gallop up to one of the half-ruined towers that she saw from the rubble pile before it fell apart. She ran into the tower's half-crumbled door, trying to hide within it. "There's no way that meanie will find me in here!" She thought.

She thought wrong, as the 'meanie' didn't need to get her now- it just had to shoot part of the tower with a red laser, bringing pieces of rubble and shrapnel down on her. With her rear half buried, she struggled to get up. "NNNNNGH!"

Something walked over and brushed the rubble of her, and her blue eyes sparkled with thanks. "Oh, thank you mister! Who knows what could've happened if you hadn't come...along." It was at that point that she just what had seemingly rescued her. "Ooh...dear..."

"Yeah!" Twilight responded cheerfully. "I mean...they're our friends...they must be..." She added a little less cheerfully. She looked longingly at the purple lights again and slumped downwards. "If only I had some research equipment, I could find out more about these lights..."

Dash shook her by the shoulders. "Eyes on the prize, Sparkle. I'm gonna fly up and see if I can lead them back here..." she stomped her hoof forcefully "To in the hay with all, I should've done that in the first place!"

Twilight wanted to object that they should wait (and that she needed Dash to keep her away from the lights) but thought against, only nodding silently in agreement. Dash rocketed up, leaving a rainbow trail behind, only to come crashing back down with a whump.

"Rainbow Dash!" Twilight exclaimed.

"Awww, did I make the fleshling go down with a bump? Ha Ha Ha Ha!" a thunderous voice boomed.

Twilight looked left and right for Rainbow Dash's assaulter. "Who are you? Show yourselves, you cowardly-!"

Two enormous titans crashed on their feet to her sides. One had a metal plating mustache with antennae and muscular looking arms that were equipped with very roughly looking claws and two sets of Gatling guns, with another set of them hanging over it's massive shoulders with a folded up six-bladed helicopter rotor hanging off his back like a cape. Dents and scrapes covered it from head to two-toed feet, giving the appearance of a scarred, battle-hardened warrior. It's colors were mostly light blue, but it also contained some olive green and red accents.

The other one was bulky and also muscular with a dark yellow and silver-green color scheme, a twin-barreled laser turret on each side of it's chest and wings folded against it's shoulders. It had one single red eye smack dab in the middle of it's head.A car decorated with police specs rolled onto the scene, transforming into a nasty, spiky speedy-looking robot with a silver face and ruby eyes.

"Decepticons!" Twilight Sparkle screamed out.

"Quite right." The speedy-robot said. "I'm Barricade. These two are my dumb muscle, Blackout and Lugnut."

The yellow one fiddled it's claws nervously, like this was something it found embarrassing, but true. The blue one, on the other hand, leered at Barricade. "I'm a solider of the Decepticons, not your thug, Barricade!"

Barricade dismissed Blackout's complaint with a wave of his hand. "Whatev. Round the creatures up!"

"I do believe, Barricade, that task Shockwave assighed to me." A posh voice said with matter of fact kind of tone.

Twilight Sparkle's horn flared up in anticipation of a fight. There wasn't much of one though, as a Decepticon truck with a dual-barreled shotgun mounted on top pulled up and blasted Twilight right into the rubble pile, which caused her to pass out.

Onslaught transformed to his jock-like robot and scooped up the two unconscious ponies. "Make sure you salvage whatever these creatures left in this ship like Shockwave instructed."

Barricade leered at Onslaught as the Combaticon walked off. "You don't outrank me, Combaticon...Oh well." (Combaticons being a unique Special Team in the Decepticon Hierarchy) He turned back to Lugnut and Blackout. "Do what he said."

Blackout and Lugnut examined the rubble pile. "Where is the ship wreckage?"

"We were hoping to ask you the same thing!" A boisterous voice yelled.

The three Decepticons looked up to three robots on the top of the pile. One was a glossy blue and elements of a sports car with goggles on his face. Another one was teal-green with pieces of truck integrated in him and cannons on his arm and some sort cybernetic smoking device cleched in his teeth. The last one was particular large with shoulder cylinders and smaller cylinders on the sides of his with an alternating dark red and dark blue color with white accent and a large, boxy hammer in his hand.

The three Autobots jumped off from the top of the pile and took on their opponents. Hot Shot immediately went to fisticuffs with Barricade. Barricade attempted to a land a cheap shot in Hot Shot's gut area, but the Autobot grabbed his wrist and flipped him over.

"Have to catch me first." Kup replied with a flick of his Cy-Gar. He transformed to his truck mode and speed underneath Lugnut, transforming back to robot mode to shoot the slow Decepticon up the back with rapid fire.

Ultra Magnus and Blackout circled each other like two opposing lions taunting their prey.

"I came from the same gladiatorial pit as Lord Megatron, Wrecker. You won't find me easy prey."

Blackout clanged his claws together, causing yellow sparks to emit from them. He flexed his fingers in a 'bring it' motion.'

Ultra Magnus cricked his neck, then charged with his hammer raised. Blackout caught it his hand, causing vertical 'air shockwave ring' to flare out from the impact. Ultra Magnus jerked his hammer from the grip , twirled it some more, and attempted to smack Blackout on the head with the pole of it. Blackout charged at him after recovering from the impact.

Applejack galloped and trotted through the alleyway, desperately trying to find a path that led to Twilight Sparkle's flare, unaware she was no longer there. She huffed in exhaustion "Dagnabit, Twi', where are y'all?"

"With the boss back at base, I imagine!"

Applejack whipped her head around to see a green Decepticon with triangular proportions and a pistol in his hand, two cannon barrels on his back glaring at her through his yellow visor.

"Oh?" Brawl inquired, his visor bending in such a way to bring to mind a raised eyebrow. "Well that's just too bad, cause trouble is what you got!" Brawl took the pistol in both his hands and fired at Applejack. Applejack leapt out of the way just in time and began galloping away.

"There's no use running, fleshling! My friends have already captured all of your friends!" Brawl screamed, transforming into his dual-barred tank mode.

"Well, I was perfectly willing to go along peacefully, but then you started shootin' off!"

Brawl's slow rolling treads stopped as the Combaticon paused to think. This was technically true...but the battle-thirsty tank didn't really care that much. He resumed his pace.

Applejack looked back to her pursuer, noting that he was rather slow Ha! My Apple Family legs will give him the slip in no time! No way those slow treads can catch up!

Red energy formed in the holes of Brawl's barrels and went rocketing toward Applejack. The cowpony just barely jumped over it in time. Then again, maybe he doesn't have to! She ran ever faster, her biological chemical process kicking in to enhance her performance. Within minutes, she was at a three-way crossroads. She stopped to examine it her escape routes. One the roads was block off by a junk pile, and she hid in a hole in it. She heard the roar of Brawl's treads coming by not soon after.

Wait a minute... She thought, "Ah got it!" She jumped out of the hole, back in the crossroad's fork...and Brawl's cross-hairs.

"Hmph!" The tank noted. "Decided to fight, did you?"

"Eeeyup." Applejack answered.

Brawl fired his cannons again, smoke and fire consuming the arena. Under the cover of the smoke, Applejack sped away off the left path, hoping against all hope that Brawl would follow the wrong. When the smoke cleared, Applejack saw Brawl in his robot mode looking back and forth between the paths. Mercifully, the Decepticon began climbing the junk pile in his pursuit of her.

Applejack sighed and wiped and attempted to wipe the sweat of her head, but her space helmet stopped her. She fell down in exhaustion and her stomach growled. "Consarn it, all that running made me hungry..." She shook her head as she got back up. "No use layin' around moaning. I got try to find the girls..." She wasn't sure it was safe to take her helmet off in this environment anyway. She turned around and began trotting a much slowed pace towards she last remember the signal flare being. She looked up weakly to see it was fading fast. She sighed, worry plastered on her face.

It would appear that she had run out of the frying pan and into the fire, as near-demonic figure was stomping towards. It was even bigger then either one of the 'Trons', a boomerang-shaped visor on it's silver head. It's mouth was horribly stretchy and skeletal. Orange rectangles were on it's legs and arms, which ended in just ever-so-slightly warped claws that were almost 2 feet long. Pods were on it's gigantic ribs, like some deadly weapon folded away while not in use. The yellow spikes on it's shoulders did nothing to make it any less deadly. It's left leg seemed to have hole in it, as Applejack could clearly see a bar stood vertically in it like some sort of hasty repair.

"Easy now..." Applejack said again, having a repeat of her encounter with Brawl. "Ah don't want any trouble..."

The demon edged closer. Applejack stepped backwards. No longer able to contain her fear, she turned tail to run, forgetting Brawl was up ahead the area she had just left. The demon put it's arms over it's head and tumbled forward, just enough to grab Applejack by the tail and lift her up.

"AHH! NO, PLEASE DON"T EAT ME! AH DON"T TASTE GOOD!" The normally couragrous Applejack pleaded desperately as she twirled about in the monster's grip. The demon shrieked, it's mouth opening and closing repeatedly as it did so. No doubt attempting to summon its monstrous brethren for the feast!

"Yes. She is."

"Wha?"The demon took Applejack and raised it over it's hunched back, dropping her onto it with a thump. Upon getting her legs straights, she saw...

"Fluttershy?"

"Applejack!" The pink-maned pegasus exclaimed, bringing Applejack into a extremely tight bear hug. "I was so worried about you and the others! But there's no need to worry now, since Bob will help-"

Fluttershy pawed the the demon's hunch with her hoof. "Bob. This is Bob. Say hello, Bob!"

...'Bob' let out some more shrieks, which was evidently his way of communicating.

"Uh...howdy...'Bob'..." Applejack greeted.

"All right, Bob! We found Applejack, now we need to find the others!" Fluttershy instructed.

"Eh, Fluttershy? I ran into a nasty 'Con just a while back. He said they got our friends and brought them back to their boss..."

Fluttershy's eyes widened in alarm. "Oh my! Megatron's here?"

"Ah don't know. I just know that that's what he said. "

"Oh dear...Bob, do you know anything?"

Applejack tried to object that was no way ...'Bob' could've known anything about anything, but was interrupted by Bob's shrieking for a long while.

"Right. O.K. Got it." Fluttershy nodded.

"Got what?" Applejack questioned, flabbergasted Fluttershy could get anything out of the shrieking.

"Apparently..." Fluttershy took in a deep breath. "A long time ago Megatron plunged Cybertron into civil war and left the planet as part of what's called 'The Great Exodus' leaving on his ship with a contingent of Decepticons to conquer other parts of the galaxy while leaving Shockwave in charge of Kaon, the Decepticon capital, partially so that the scientist could repair it, partially to crush the resistance their enemies had left. A number of Decepticons were left with Shockwave to assist him in this. Some token Insecticons -like Bob here- were part of these assistants."

"What's an Insecticon?" Applejack questioned.

Fluttershy looked around, like she was searching for an answer. "Uh...Bob. Bob is an Insecticon."

Applejack's face made clear she wasn't really satisfied with this answer, but she let it slide for now. "So, uh...Sounds like Shockwave is in charge 'round these parts. How we gonna get to him?"

"I'll take you to him!"

Applejack and Fluttershy saw Brawl standing some distance from them in the alleyway. "I caught onto your little trick...eventually!" Brawl huffed and puffed. "And now I'm gonna take you in, just like Shockwave requested!" He pointed at Bob. "You! Beast! Follow me!" he turned to walk away.

Bob raised up his head in contemplating. He grabbed both Fluttershy and Applejack and lifted them up off his back and gently set them down by his leg.

"Good! Now get over here, fleshlings!"

Applejack stepped forward, but Fluttershy blocked her with a hoof, giving her a very un-Fluttershy-like sly smile and wink.

Bob charged straight at Brawl and grabbed the much-smaller Combaticon by the head and lifted him up. Yellow sparks went scrapping everywhere as Bob slammed Brawl down on the metal ground like a new employee struggling with the dough in a bakery. After doing this some odd 8-9 times, Bob lifted back up, spun around, Brawl's limbs flying from the Insecticon's claw like a streamer. Bob then threw Brawl some good distance, more yellow sparks emitting from the Combaticon's back as his body scraped against the pavement.

Applejack's jaw dropped in awe (and fear). Were all Insecticons that brutal and powerful?

Fluttershy fluttered up to Bob and petted his cheek. "Good boy!" the yellow pony looked to Brawl. "Could you be just a little more gentle next time, though?"

Bob let out a low, apologetic growl.

Applejack rushed up to rejoin "That was...good gravy and molasses...sheesh, I mean- imagine if he did that to us, Fluttershy!"

"Oh, don't worry. He won't." Fluttershy reassured her. "Um, Bob, dear? Do you know where Kaon is -and more to the point, are friends might be- located?"

Bob nodded.

"Could you take us there?"

Bob grabbed the two ponies and put them down on his back again. Applejack shivering in fear all the while. Which really was not helped by Fluttershy poking her in the shoulder. The cowpony squealed. "Sweet caramel apples, Fluttershy! Don't scare me like that!"

"Oh, I'm so sorry!...But, um, you're gonna want to jump."

Applejack raised an eyebrow, but did as instructed in sync with Fluttershy. The sounds of a chh-choo-chee-che-chnk filled the air as Bob transformed to a huge, red eye green robot beetle. The two ponies landed back on him with little problem, and the Insecticon's wings began buzzing as they fluttered up into the air.

The utterly thrashed Brawl just barely had the strength to put his finger to his head communicator. "Urrrghhh...Brawl here...in need of assist...ooogh."

Up above and away, Applejack and Fluttershy were rather soothed by the wind skimming their suits as Bob flew them towards where they hoped was Kaon. Despite the soothing air, Applejack was still tense. Something not unnoticed by her pegasus companion. "Something wrong, Applejack?"

"Well, it's just...you said Bob wouldn't hurt us...how are you so sure?"

Fluttershy tapped her hoof to her chin. "Well..."

The shadow lunged forward and grabbed Fluttershy's head with a claw, then brought her head down to pin her.

"GIIIIIIRRRRLS!"

The Insection lifted Fluttershy up to it's face and snarled at her.

"Oh, please oh please don't eat me!" Fluttershy begged.

The Insection looked at Fluttershy curiously unsure of what to do with her. The mandibles on the side of it's head twitched slightly as it thought. In that time, Fluttershy looked upon the beast's monstrous features. She was reminded of something as she noticed the yellow shoulder spike. She narrowed her eyes.

"When life becomes a thorn, you grab it...by..." Fluttershy flailed about, eventually bucking the Insecticon's claws. "The horns!"

The Insecticon shrieked in pain and rubbed it's claw sorely with it's other claw while Fluttershy rocketed off, her wings having unlocked themselves. The Insecticon noticed the pink blur left behind by the pegasus. It got on all fours and galloped in it's own way, intent on finding it's prey.

Fluttershy, with her head start, managed to to approach one of the towers and hopefully find a hiding place amongst it's scrap and rubble.

"Oh, I hope that thing can't find me here."

She heard a scuttling sound. "Ohmygoshwhatwasthat?"

She looked around, her eyes bouncing around in their sockets as she scanned for something in the barely illuminated room. She saw a pair of really dark blue, adorable eyes peering at her in a corner.

"Um...hello? Who are you?" she questioned with no response. "Oh, please come out...I won't hurt you."

The pair of eyes obliged, stepping out and revealing that it's eyes were attached to a just as adorable head with a tiny little mouth and four insect-like legs. Fluttershy couldn't help herself. She rushed over to it, scooping it up into her hooves and nuzzling it to her chest. It closed it's eyes and purred in response.

"Ooooh! You're purring! Thatissocute!" Fluttershy gushed. "I wish I could take you home with me!" She sat there, petting and nuzzling it for a while.

The remaining wall of the tower ejected some dust, and the Insection jumped through, obliterating the wall just ever so slightly more then it already was. Fluttershy gasped. The Insection leered at her and roared. However, it's aggressive temperament deteriorated upon seeing what Fluttershy was holding in her hooves. Fluttershy stared, confused. "Are you...scared of this little guy?" She asked the bot-beetle, pointing to the tiny creature in her grip. The Insecticon nodded. "Oh...excuse me for saying this, but that's...rather silly, don't you think? I mean, it's so much smaller then you-"

The creature opened it's mouth and literally flew out of Fluttershy' grasp and at the Insecticon's leg and preceded to tear it apart, sending mesh and plating everywhere as it grinded through.

Fluttershy dash up and pried the creature of it's legs "Hey! I know he's just a little bit rude, but that doesn't give you the right to-" Fluttershy gasped in surprise as she saw the triple-layered grinder the insides of the creature's mouth had become. She threw it into a piece of shrapnel, not thinking in her alarm. The impact knocked it out, thankfully.

Fluttershy sighed in relief and attempted to trot away, only to hear a groan behind her. She turned back to see the Insection laying down, clutching it's leg -which had a hole torn in it- in pain. Rainbow Dash or Rarity might've told her to let it lay there and leave it alone, but that was against her nature. She zoomed about the room, trying to find something she could do something with it. She eventually found some sort of metal bar, which was quite difficult to hold in her hooves. But she managed to lift it up and brought over to the downed insect robot.

The robot squeaked weakly and pointed at the bar. Somehow, Fluttershy knew what he was saying.

"This? This is to help fix you up!"

The Insection squealed and shrieked in confusion.

"Well, just because you scared me and roared doesn't mean you deserved..." Fluttershy looked nervously over at the unconscious insect-creature. "That."

The Insecticon's raised its visor, but raised its leg to give her access to where it hurt.

"And after I patched him up, he just started... following me. I asked him to help me find my friends, so here we are!" Fluttershy concluded her story.

Applejack pursed her lips. "Well, that's a mighty fine story there pardner, but how did'ja ya know what to do?"

Fluttershy shrugged. "It was one of those things I just...know, you know?"

Applejack 'hmm'ed.

Bob squealed, and the two ponies looked over his beetle horn to see a humongous, industrial complex much unlike like the ruins and scrap they had saw before. Strangely, while those collapsed towers had some sort of grunge-y beauty about them, this one's intact state seemed wholly intimidating, not at all help but the fact that the lights were light purple, rather then blue, and the metal retained it's colors- gray like ash. A huge pyramid

Applejack and Fluttershy clanged for their lives as Bob swerved suddenly to pick up speed.

At the pyramid's base, a unit of four Decepticon vehicles and six passengers rolled up, waiting to be let in. With a hisssss of steam, a triangular piece of the wall displaced itself, showing a entrance to the structure within. The innards of the building were more an lively orange color The entourage went in, their wounded passenger groaning as they did so.

"Geez, Brawl, what happened to you?" The purple something -a Combaticon named Blast Off- questioned as the troupe rolled inside the Kaon Pyramid.

"Insect...icon." The green tank-bot answered weakly.

The undamaged Combaticons, which included Onslaught, Vortex, and Swindle transformed and made their way to pyramids's hourglass shaped elevator riding on it until they had reached the second topmost floor, decorated with 'liberated' stalagmites around the floor and purple banners with gold trim and the Decepticon symbol draped on the wall, where the ever-watching Shockwave managed his post at the controls. Having ascended the the height, and with their prey in tow, Onslaught stepped forward and coughed to grab Shockwave's attention.

"What is it, Onslaught?" Shockwave asked without turning away from his monitors or controls.

"Brawl is injured, sir."

"Put him in the automated repair chamber."

"Onslaught and Swindle obliged, lifting their comrade up into a chamber in the side of the room.

"And we have done as you requested and caught the fleshlings that crashed." Onslaught added, turning away from the chamber.

Shockwave stood still for a moment, then stood up from his chair slowly. He walked over to Vortex and Blast Off, who had the prey with them.

Shockwave, a lanky mech with some sort of window on his disproportionally large chest, a line striking through making it look like two windows. His head was hexagon shaped with a single, yellow eye being the only feature of the black hole within it. Nowhere near 'Tron' size, but an imposing figure in spite of that. His eye scanned over the four unconscious ponies divided up between the two Combaticons.

"You're missing two."

"What?" Vortex barked in frustration.

"My monitors showed SIX lifeforms, Vortex. SIX. You have brought me FOUR. I instructed you to bring me all six." Shockwave informed them coldly.

"Sir!" Onslaught said with a salute, "In all likeliness, Brawl would have caught the remaining two, but he was beat up by an Insecticon."

Shockwave turned his head with a whir toward Onslaught. "An Insecticon, Onslaught? Really? I understand you value your team members, but making excuses for them like that is-"

Shockwave's lecture was interrupted by the sounds of slightly out of sync groaning. The ponies were waking up.

"Mmmmm...hmm?" Twilight Sparkle questioned, consciousness slowly returning to her eyes. Said eyes practically exploded on the realization that she was being held by a Decepticon. Letting out a startled "WAAAH!" She jumped out of Vortex's arms and landed on the ground with a thump. Rarity and Pinkie Pie followed suit, while Rainbow Dash opted to fly up into the air.

"All right, creeps! You asked for it!" The brash pegasus exclaimed, rearing up for a dive bomb.

Vortex reached over his back and drew a red blade and just...pointed it. That was all he needed to do though, since Dash quickly realized she would've shies-ka-bobed herself on it if she didn't stop.

Shockwave brought attention to him, stomping in his foot and making a...well, shockwave. "Fleshlings! I, Lord Shockwave am in command here, and you WILL identify yourselves, your species and your purpose to me!"

Shockwave's single eye leered at them disconcertingly. He stroked his chin and muttered something to himself. "hmm...I've never heard of Little Ponies or Equestria before..." He clapped his fingers. "I'm afraid your hunt will have to wait, as I would to study you most intensely. Take them to my lab!"

"What?" The ponies exclaimed. "You can't just take us to your lab and study like animals! We have thoughts! We can communicate and adapt!" Twilight objected.

"I am in command here! I can 'do' whatever I so please!" Shockwave yelled.

Rainbow Dash sped backwards away from Vortex's blade and landed by her fellows. "What's the game plan, guys?"

Twilight looked at her friends, all three of them expecting a plan, and the Combaticons moving in to seize them. "OK, so there are four of us and four of them. That means we can each take one on. I don't know their weaknesses or strengths so-"

Steam hissed from a chamber in the side of the room, and out came Brawl, looking brand new, yawning and stretching his arms. "Hey guys, what I'd miss?"

"Get those ponies!" Shockwave instructed with a finger point.

Brawl rubbed his hands together in anticipation. "With pleasure."

"Okay. Five. There are five of them and four of us." Twilight corrected herself.

"So what's the plan now?" Dash inquried.

"Fight, duh!" Twilight responded, "Like we did with Thundertron!"

Rainbow Dash flew back up, almost to the ceiling. She tapped the ceiling with a hoof and looked at the ground. Mmmm...not enough clearance for a Sonic Rainboom... she observed. Before she could think of anything else though, Blast Off transformed and flew up to join in the air space and started firing.

Twilight's and Rarity horns flared up with magical energies, intending to do...whatever they could. Vortex raised his blade to bring down on to Rarity, but her magic seized it up in its blue glow and jerked it from him. She twirled the blade and pointed at the Combaticon. She laughed, "Ha-ha!"

Vortex reached over his shoulder into his back again and brought another sword and his helicopter blades, which spun in his hand, showing that if Rarity attempted to strike, the sword she had swiped only to get stuck in the chopper blades rotation. "Ha-ha!" Vortex echoed.

Pinkie Pie, with Twilight's mass multiplication spell, brought her Party Cannon out of her saddlebag, (Though it wouldn't be a stretch to think she could've done so even without the spell) and fired it at Brawl, covering him in confetti and streamers.

"Pffft! You think a few party decorations will be enough to stop me?"

"Nooo..." Pinkie replied cheerfully. "I think a bunch of party decorations will be enough to stop you!"

Pinkie fired the cannon again, and again, and again until Brawl was submerged and buried under a humongous pile of decorations.

Onslaught and Swindle shot at Twilight, who magicked up temporarily solid crystals that reflected the shots at the opposing one -Onslaught's shot hit Swindle in the chest, and vis versa.

Onslaught growled and charged forward, bringing his dual-shotgun up to smack Twilight with it, but she rolled to her side out of the way in time. Onslaught growled again and raised his gun to fire it, but Twilight's magic hit in the barrel in the form of a laser pellet from her horn.

"What was the point in that?"

Twilight smirked deviously. "You'll see."

A whirring emitted from Onslaught's gun, which confused him. But it made much more sense when the shotgun exploded in his hand, leaving soot and exposed circuitry all over his arm and chest with a smoking, half-function shot gun in his hand. He coughed, "EHEH...well...played."

"Thank you."

Onslaught put the gun back into it's socket on his back, transformed and attempted to run Twilight over, herself tumbling to the side to roll out of the way.

Rainbow Dash zipped about the ceiling of the room, dodging Blast Off's lasers, which dispersed uselessly against the pyramid wall. She flew up close to the roof, intending to make Blast Off crash into the plaster. To no avail, as Blast Off hovered low enough to avoid even scraping the ceiling. She saw Swindle aiming a cheap shot at Twillight while the unicorn rolled and teleported away from Onslaught's wheeled charges.

Oh no you don't! I got find some way to stop that jerkwad from getting that off... She deftly moved to the side of another shot from Blast Off. ...He-ey! She propelled herself forward and dive down, the whir of Blast Off's lasers trailing behind her as she did so. At the seemingly last minute, she swerved up and Blast Off's fire hit Swindle, just as planned.

"Oh, Swindle, buddy! I'm sorry, I didn't mean to! Honest, I-" Blast Off was so distracted with apologizing he didn't realize, at his downward angle, he was about to crash right into Swindle. (KERRRRBOONG!)

Pinkie Pie swiveled her party cannon around and fired at Onslaugt, obscuring the truck-'Con's vision.

Brawl burst out of the confetti pile, fumes escaping from his systems in rage, but the confetti-blinded Onslaught spun out right into him, rolling him down and over.

"What is WRONG with you?" Shockwave exclaimed. "I thought you were elite Combaticons, Decepticon warriors enhanced in more ways then one by science! (Science pioneered by ME, might I add!) But it seems quite clear you are incapable of disposing these puny creatures yourself! It is therefore only logical that I step in!" The Combaticons got up, regrouped and attempted to cover for their failure with weak, mumbled, pathetic exscuses.

The four ponies regrouped and stared Shockwave down.

"If you were a real leader, you would've stood by their side instead of just watching us defeat them!" Twilight snarled.

"As a scientest first and a Decepticon second, I consider it beneath me to fight if my involvement is not required." Shockwave replied calmly. "However, I see clearly it is!" Shockwave's left hand proceded to convert into a large attachement much larger then the rest of his arm. It had glowing runic lines on it, a circle in the center with three rectangles attached to it in three directions.

"That doesn't scare us!" Dash exclaimed.

Shockwave said nothing and merely pointed the weapon at them. It began charging, blue electric currents traveling from the rectangles to the circle as it did so.

Twilight quickly realized what it was going to do. "It should! Move and keep moving!" The girls did as ordered without asking why. 'Why' was because the attachment began to shoot lightning in arcs and bolts all about the room.

It rebounded off the walls and avoided the Combaticons with the intent of frying the girls. Just as they were getting tired from all the running and it seemed like one of the bolts might hit them. A beeping came from the moniter, which showed a diagram of a green shape. Shockwave broke off his attack and turned to address the problem.

"Ahhh! Blackout returns, no doubt." Shockwave noted. He shot the Combaticons a dirty look through his one eye. "Unlike some people, Blackout is a true warrior."

Twilight froze. She had seen Blackout just as Onslaught was abducting her. She really didn't she could take him head-on, even with her friends.Shockwave pushed a button, and a portion of the wall folded into the wall around like a locking mechanism, making a hole that was more then big enough to allow dozens of Vehicons to pass through.

The four ponies looked through the hole, noting single huge shape speeding towards them. Twilight gulped and grimaced. The closer it got, the more it seemed like they were done for...

A red laser blast hit Shockwave dead-on and send the warped scientest to the ground.

"YEEEEEEE-HAAAAAW!"

"We're going awfully fast!"

Applejack and Fluttershy came rinding on a gigantic green, red-eyed stag beetle which landed in the room with a thump.

"Why won't you die already, Autobot?" Blackout screamed as he threw a punch at the Wrecker's face. Magnus slammed his forearm into Blackout's, cutting the punch short.

"'Die'?" Magnus questioned with a smirk. "I don't know how! Maybe you can teach me!" he punctated the last words with a powerful uppercut, punching Blackout's mustache off.

Kup fired his arm-cannons at the slow Lugnut, who wasn't really affected by it with his space-minded low-power processor.

Barricade and Hot Shot swiftly and quickly exchanged and caught blows, the two speedsters being too evenly matched for either to make any progress, even with Barricade's willingness to go for a cheap shot.

"Hey old timer!" Hot shot called out to Kup, "Think you lend me a hand?"

"Not really, lad!" Kup responded. "This dumb bucket of bolts doesn't realize I'm firing off my best shots at him! but he will, and when he does..."

Hot Shot 'hmmm'ed in comtempltation as he blocked Barricade's arm again. "We need a plan...I got it! Can you get over here, Kup? I think I got something that'll solve both our problems!"

Kup looked over shoulder at Hot Shot disbelivelingly, but transformed and speed over to him anyway, against his better judgement. "Yeah?"

Hot Shot backflipped onto his hands, then backflipped again to his feet, repeating until he got over to where Kup had parked at. Barricade transformed and sped after Hot Shot, his police lights blinking.

"I could ask you the same thing." The two both transformed, and while Kup was no speedster, his veteran experience allowed him to block Barricade's blows.

Hot Shot transformed back to robot mode, using the momentum of his wheels to aide a jump, which landed spot on to Lugnut's back. Hot Shot steadied himself on the cyclop's back and raised his his hands to his mouth. "Now, Kup!"

Kup quit blocking, jumped up and frontflipped over Barricade and grabbed from under the shoulders.

"Hey! What do you think-!" Barricade exclaimed, Kup reaching his fist to slam on Barricade's wrist, causing the police-'Con's fingers to break away from each other and more-or-less turn into a five bladed 'saw'.

Hot Shot grounded his foot wheel against Lugnut's back, friction sparks flying off as he did so. He jumped off, transformed and roll out of Lugnut's sight. Kup lifted Barricade and threw him into Lugnut's back. Lugnut turned around and glared at Barricade.

"What are you looking at me like that for?" Barricade snapped. Lugnut's eye drifted towards Barricade's handsaw. Barricade followed suit, looking back and forth between his hand and Lugnut. He quickly put two and two together. He raised his arms in surrender, "Lugnut, babe, I know what you're thinking, but it was not MEEEE!" Lugnut flung him with enough force and distance for Blackout to turn around and look as Lugnut set about beating the ever-living scrap out of Barricade.

"What in THE PIT are you two DOING?"

"Giving me a oppurtunity!" Ultra Magnus thought to himself, twirling his Magnus Hammer to build up speed before thrusting the flat of the head into Blackout's back while he was distracted, sending the normally-immovable Blackout into a crash course with his bickering coworkers, causing all three Decepticons to roll like a Decepticon Snowball.

Ultra Magnus' eyes narrowed as a smirk creased his lips once more. He looked around at the purple lights in the the ground and the smirk disappeared. "Well, boys, it looks we got some more Dark Energon to clean up." Hot Shot groaned.

Kup adjusted his Cy-gar disapprovingly, "Figures. Just as we clean up the last remnant of his first go with it, Megatron opens up a Space Bridge and sends another clump through." The three Autobots got themselves ready for the task ahead.

So, the awnser to Shockwave's question was, at it's core, 'Lying a in a heap somewhere with Barricade and Lugnut'.

Shockwave shook his head. "No matter. I will crush you regardless!"

"That's him!" Brawl shouted while pointing his finger and drawing his pistol, "That's the Insecticon who threw me around! I'll shoot a shell right up your horn!"

"Bob," Fluttershy instructed, "Get 'em."

Brawl charged, his pistol going off, though his begrudged state meant the gun might as well have a teaspoon, for all the shots that hit nothing.

Bob crouched down, then bucked Brawl up with his horn. Shockwave began charging up his arm cannon of electric doom, but the sound attracted Bob, and the beetle charged, transformed into robot mode, tumbled and went about smacking the purple Decepticon about.

"Graaaaggh! You dare to strike me, beast? You will pay for your insolence!"

Bob shrugged his shoulders in 'So?' manner and punched Shockwave in the gut, bringing him to the ground.

"ARHGH!" Shockwave screamed in frustration, "COMBATICONS! TRANSFORM!"

The Combaticons looked at Onslaught confusedly for an explaination of the seemingly pointless command.

The Combaticons marched and leaped off from the entrance Bob had come in through. This went unnoticed by both the ponies and Bob. Before Bob could land another painful blow on Shockwave, he converted his arm cannon back into a hand threw both his arms up. "I yield! I surrender! I know when I am defeated."

The ponies looked at Shockwave, not sure if he was being truthful or not. They huddled together and murmured. When they seperated, Twilight Sparkle took a few steps forward and cleared her throat, "Bob, would you be so kind as to keep an eye on Shockwave there? Don't let him move a muscle."Bob nodded, locking his visor on Shockwave, unfolding the sickle-limbs on his chest whilst doing so. With Shockwave secured, Twilight began pacing about the room.

"All right..." Twilight said after moments, "We need to get a new ship somehow."

Shockwave's eye curled up, like he knew something the ponies didn't, though Bob snapped his sickle at him in response.

"There's no way we could salvage the ship we had..." Twilight added, looking up at the ceiling in concern.

"All right." Twlight conceded, her lips perking upward slightly. "That's something, but what if we can't all the parts?" At this question, the other five girls joined in her pacing. Pinkie Pie stopped at the sound of metal groaning. "What was that?"

"Ah didn't hear nothing." Applejack replied.

"Oh...O.K." Pinkie admitted.

Shockwave raised his neck up, silently basking in the brillance of his scheme. Bob gave him a 'gentle' reminder he wasn't supposed to move until the ponies said otherwise.Something like a electric surge resounded from somewhere.

"That time I know I heard something!"

Everypony but Twilight agreed. Twilight was too wrapped up in pondering options.

"If we find something we don't need when we scavenge the buildings, we should take it anyway."

The groan of moving metal echoed across the room.

"Uh...Egghead?" Rainbow asked nervously.

"I know it sounds silly, Dash, but we might be able to take something we don't need and make it into something we do."

"Twilight Sparkle, dear?" Rarity quizzed gently.

"You're right, Rarity...we'll need tools to do that...where would we get tools..."

"Twi, shugarcube?"

"Oh, duh! In the buildings, silly me! Yes... Who's a silly pony? You is, you is Twilight Sparkle!"

A pointy tip poked Twilight on the shoulder. She looked to see Bob looming over her.

"Weren't you guarding Shockwave?" Twilight yelped.

Bob scissored Twilight's neck between two of his finger, and turned it with them until she was looking at the window entrance.

Shockwave was over by the edge, a huge shadow filling the room from the window. Twilight's mouth dropped at the sight of the shadow's caster. Twilight knew, even with no knowledge of Decepticon biology, that the colossuss standing before them was not natchural and defied almost every lesson Celestia taught that didn't relate to friendship. It was an abombination on levels she didn't know existed until now. A demon born from an egg made by a twisted, black mockery of her beloved science.

"BRUTICUS...SMASH."

Shockwave chuckled. "You like him? Bructicus Maximus, one of my most grand creations. For all the scientific standards he sets though, he has only the most simple mind. Thus, I will be departing to get out of the line of fire." Shockwave transformed into a Decepticon jet, like Megatron's vehicular mode, Though his was no doubt that of a different model, and flew off.

Bob instinctively got on all fours and began galloping, but Bruticus thrusted a punch with his titanic fist through the open entrance and slammed the Insecticon up against the wall, a hole being made from the impact. Bruticus slowly removed his fist, Bob falling off the wall to the ground as it did so. He got back to his feet, but he was no condition to fight.

Fluttershy gasped, "Bob! Are you O.K?" Bob squealed some assuring words. Fluttershy's eyes narrowed her eyes and steeled her hooves. She stomped over the ledge of the entrance and stared Bruticus in the eye.

"Now you listen here, mister! Just because somepony is smaller then you, doesn't mean you can pick on them!" Her wings took her off the ground without her even thinking about, she hadn't been this worked up since that dragon in the mountain. "What if somepony who was bigger then you deciding to do that to you? It would make you sad and hurt your feelings, right? SO DON"T GO DOING IT!"

Bruticus paused, blinked...then raised his arm again.

"BRUTICUS SMASH!"

Fluttershy screamed and hurried out of the way of the incoming fist.

"All right, you big bully. Say what you will about me, but nopony tries to hurt Fluttershy on my watch!" Rainbow Dash took to the air ready to charge, but Applejack bit her by the tail and brought her down.

"Now hold on there, Dash. You saw what that Bruticus feller did to Bob. Ain't no way we can take him on."

Dash huffed. "Then what can we do?"

"I have an idea!" Twilight announced. "You see how slow he retracts?" Twilight pointed to Bruticus' arm, which was retracting quite slowly after his missed punch to Fluttershy.

"Yeah, what about it?"

"Well, I figure that he's slow. Since he's slow, he wouldn't be able to hit a fast opponent real well." Twilight looked Rainbow Dash knowingly.

The pegasus saluted. "Got it." She flew out the entrance into the skylines above the pyramid. "HEY MAX! UP HERE!"

Bruticus sluggishly turned to look down on Rainbow Dash.

Rainbow Dash blew a raspberry at him. "Bet you can't catch me!"

"RRRRRRRRRRROOR!" Bruticus snapped his hand at Dash, who tumbled out of the way.

"All right." Twilight concluded. "Now that he's distracted, let's get out of here. Can Bob walk?"

The Insecticon answered her questioned by walking forward a few steps

"Excellent." Twilight pointed. "To the elevator, everypony!"

The ponies, with Bob in tow, all climbed into the elevator, the doors shutting automatically at the Insecticon's entry.

Twilight looked up to the controls. "I'll use my magic, hold on!"

Twilight's horn glowed, but Bob waved his claw and let out a polite shriek, punching the controls himself. The elevator activated and starting going down with a hum.

Bruticus snarled, reaching out to grab her again, but missing again. Dash laughed and flew at the pyramid, Bruticus' fist lagging behind her. She pulled, causing Bruticus' fist to impact the building.

Bob and the ponies tumbled around in the elevator.

"Oh dear." Rarity murmured. "I do hope Rainbow Dash is being mindful of her surroundings."

The elevator slowed, then stopped. The doors opened, and Bob led the ponies out. They were on the bottom floor.

"The bottom floor! Good, let's get out of here!" Twilight exclaimed.

Rainbow Dash did a loop around the pyramid's then swerved down to its bottom, Bruticus lowering himself as she did so. She pulled up only there was no more clearance between her and the ground. Bruticus punched fruitlessly at the pyramid wall.

The impact caused the floor to crumble, collapsing under Bob and the ponies, and they fell down with the rubble into the crater made. After picking themselves and dusting themselves off (Rarity taking an conspicuously long time to do so). Once they had finished, they saw they had landed on some large, grey, metal construction that leaned forward like a torpedo with a some forward facing fins on it.

Twilight gasped. "A ship! Shockwave must've kept it here for storage! We can take it and start back on hunting Discord!"

"Oh, but what if Shockwave needs to go somewhere? Nopony deserves to be stranded like that." Fluttershy complained, always considerate of others no matter their jerk or evilness levels. The ponies looked down in concern, but then looked around, seeing at least 6 ships of identical make and color.

Bob shook his head, transformed into his beetle mode, motioning for the ponies to get on. He flew them to the entrance of the ship, which was a grey inside as it was outside. Bob flew them to the bridge, which wasn't too different from the bridge of the Nemesis, (And by proxy, the Iron Hope) save from a few curves here and there. Bob let the ponies get off, transformed into robot and attempted to activate the controls.

"Unauthorized personnel." A deep voice that sounded like a prerecorded tape of Shockwave's informed the Insecticon.

"Unauthorized?" Twilight snarled in frustration, "I'll show you unauthorized! Lift me up to the controls, Bob!"

Bob chirped something at Twilight.

Twilight hung her head. "What did he say, Fluttershy?"

"You didn't ask nicely." The pink-haired pony answered.

Twilight huffed. "Put me on the panel, please."

Bob chirped and did so, lifting Twilight up and dropping her on the ship's keyboard. She galloped around on it until finding a circuit board she pried open with an 'ah-ha!' she put as much of her horn as she could into the circuit's board jack, which let out electric sparks at Twilight's brute-forcing of it.

Twilight lifted her now-most-comically-smoking-horn and closed the circuit board. "Try it now."

Bob pushed the same buttons, and a voice more like an lighting version of Twilight's said 'Authorization granted." Bob squealed to Fluttershy that he was ready for take off.

"Wait!" Rarity exclaimed. "Where's Rainbow Dash?"

"I'll call her." Pinkie Pie said, taking in a deep breath.

"DAAAAASSH!" Rainbow Dash heard Pinkie scream her name. She flew out of Bruticus' reach and into the hole at the bottom of the pyramid the gestalt left earlier. Looking around, she saw the crater in the floor and went in. She saw Pinkie waving at her from the entrance to one of the ships and went with her.

Bruticus looked left and right for Rainbow Dash and saw her nowhere. He concluded she must've been in the pyramid, so he raised his fists and brought them down on top of it, tearing the building apart.

The ship the ponies and Bob had liberated tore through the bottom the pyramid before Bruticus' fists reached that level, thus narrowly avoiding being crushed to death. Bruticus didn't see where the ship went with his vision blinded by the dust the pyramid's complete destruction left.

"It's fine." Rainbow Dash assured her. It would've been a lie, but she didn't really know about this sort of thing, so meh.

Twilight Sparkled looked up at the ship's screens while Bob steered it. She used her unicorn magic to interact with the computer. "Computer, with yourself as an example, you're something that hasn't been on other ships we've encountered. What other equipment does this ship that's nonstandard?"

"This ship was intended to be prepared for a number of sitchuations and as such contains non-standard equipment such as Transwarp Drive, a Atmosphere/Barometric Pressure Gauge, tools for medical treatment on organics, and music." The Twilight's voice anwsered.

"Hmm...AH!" Twilight exclaimed.

"What?" The others questioned.

"This ship has a Atmospheric/Barometric Pressure Gauge! Chocolate milk is denser than water, therefore, precipitation of chocolate milk would denser then water, and Discord's magic always includes chocolate milk rain. So I just need to use the Gauge to scan for somewhere that has had rain of unusual density recently, and then we can get on Discord's tail!"

"Computer, scan for worlds that have had this specific atmospheric change!" Twilight instructed, using her horn the set the conditions she was looking for.

"Scanning...scanning...scan complete. Shows one world that has this type of atmospheric change." The computer showed a diagram of the world on the screen.

Twilight examined the diagram closely. "Pilot Bob..."

Twilight pointed her hoof forward dramatically.

"Take us to Earth!"

Author's Notes:

I know this chapter is a...little wordy, but I wanted to start off Act III with A BOOOOM, and the first thing I figured I could use to do that was take the largest single document, ("And one...SHALL FALL") and upper its word count. But if enough people complain, I'll take it down and repost it as smaller chapters. In a bizarre act of backwardness, the following chapter will be SMALLER.

Not even Flutterrage is enough to stop Bruticus!

Bruticus hates ponies. He's a hater, yo.

I have a few...a LOT of explanations:

This took a loooong while to get out, not because it's long, (I actually typed this up in a few days, but I had a lot of time to think beforehand.), but because the computer I was using went 'Kaputt.' and it took me quite some time to be willing to ask to borrow a family member's. However...while a terrible thing to happen to me, it was like, the BEST thing to happen to the fic itself. We got all sorts of great stuff like 'A Canterlot Wedding', 'Armada' and 'The Reign of Morroco' in that time- you SAY 'new episode' I hear 'new material'.

I named the Junkion 'Scrapbolt' since I couldn't just keep calling 'The Junkion' when they were more aboard the ship. Despite the name, I like to think of him as a Prime version of Junkheap. Fans may notice that the 'Left Junkion' is more-or-less Wheelie. (Even though Wheelie was never a Junkion...)

If you don't know about the extra characters shown, they were in bonus material that -in theory- takes place in the same universe as Prime. I came with placeholder models in my head for them until Hasbro shows official art of them. Since we know they exist, but we have no artwork or pictures or toys of them.

...Except for Bob. He's like, a Prime version of a IDW character.

Some other things:

I believe 'darkdemon619' deserves a shout out for acurately guessing the whole 'Ponies/Decepticons Autobots/Discord' thingy as quickly as he did.

I have enabled anonymous reviews, cause when I posted the previous two acts, I was under the impression that 'anonymous' translated into 'troll', but hey...I figure there's probably somebody who might read this and lacks an account for whatever reason...like laziness or lack of a parent's permisson or...laziness.

There are some things that I'd hoped would fall under 'fridge brilliance' as Tvtropes calls it, but I'm not too sure that everyone would have the super-nerd-detail eye for it.

Also, that time everyone asking when Starscream would show up, and I finally told them he wouldn't appear till later, it seemed like I made my readers sad. When my readers are sad, it makes me sad. As such, I've resolved not tell ponies (or 'bots) my plans. This way, you can read to find out for yourself if I did or did not do anything that you'd hoped I do.That said, Starscream will be here soon.

The author would like to thank you for your continued support. Your review has been posted.